The following are the General Terms and Conditions (GTCs) that
apply to the delivery of services by ABC EXPAT ("the Company") to a
Client. By using the Service, the Client will be deemed to have read,
understood and accepted these GTCs.
Applicable Data Protection Laws: means the
European Union Directives on General Data Protection Regulations (GDPR)
that prescribes the guidelines for the collection and processing of
personal information from subjects of the European Union (EU) and the Kenya
Data Protection Act, 2019.
Beneficiary means the employee of the Client, including all his or
her dependents, who benefit from the Services delivered by the Company
Client means the legal entity or individual that instructs the
Company to offer Services. The Client is the primary contractor and is
responsible for payment of Services offered to the Beneficiary. The Client
is invariably referred to as “You” throughout the GTCs.
Engagement Team means the Company’s employees involved in
delivering the Services to the Client. These person(s) shall be the main
interlocutor with the Client for all matters relating to the provision of
services requested by the Client.
Purchasing Order means an official and valid request for Services
signed by both the Client and the Company. It shall contain the nature of
Services requested, the members of the engagement team and the prices.
Point of Contact means person appointed by the Client to be the
liaison for all matters arising relating to the Services requested by the
Project means a single service as per the structure of services of
the Company. It has a specific timeline, list of requirements and pricing.
Service: means the services offered by the Company as defined under
Clause 2 below.
Service fee: means the fee charged by the Company to the Client in
exchange for the performance of service as defined in the list of services
in the Schedule attached hereto.
Services Contract means the contract formed through the Purchasing
Order and these General Terms, together with any appended other terms
applicable to the Services (“Additional Terms”).
- Schedule 1means List of Services.
- Schedule 2 means the Membership Agreement.
2. Type of Services offered
The Company offers a wide range of business support services to
organizations that establish in East Africa. The Company area of expertise
and scope of work includes Business, Immigration, Relocation and Incubator
Business: We help you registering an entity and ensuring
administrative compliance. It includes incorporation services, obtaining
licenses, registering with administrations, payroll and accounting
support, etc. For more details please refer to the Schedule 1.
Immigration: We help you get your immigration formalities and
applications sorted out in a timely and professional manner for you, your
family and your staff. It includes work permits, special passes, alien
cards, dependent passes etc. For more details, please refer to the
Incubator: BIZWIZ, our incubator for foreign companies. We help you
scale up your business by providing a favorable environment with access to
the right Information, Network, Expertise and Office. For more details,
please refer to the Schedule 2.
Relocation: We help your expatriate staff to settle in comfortably.
It include support and assistance with house search, vehicle search,
school support, etc. For more details please refer to the
3. Obligations of the Company
The Company aligns its business practice on international service
standards; and delivers its Services with reasonable skill and care. We
identify your business needs to inform you well on the same; we warn you
of the risks, constraints and limits that the Services envisaged may
encounter; we offer guidance to help your choices and always advise you of
the best solution.
The Company shall not start a Service before reception in writing of the
Purchasing Order, which shall set out the Services to be delivered by us
and associated matters and which may vary these General Terms.
We shall inform you of the member of the Engagement Team, who shall be
working on your project. We may substitute any of the persons at any time
for others of equal or similar skills but we shall inform you prior to
making the changes. The Engagement Team will send a clear list of
requirements and anticipated timeline for each Project and provide regular
updates on the status of the applications.
Any advice, opinion, statement of expectation, forecast or recommendation
supplied by us shall not amount to any form of guarantee that we have
determined or predicted future events or circumstances. Issuance of
government permits and licenses is the sole discretion of the Government
of Kenya. You shall be solely responsible for complying with the
government laws and regulations; and initiating the renewal process of
your permits upon expiry.
We may acquire sensitive information concerning your business or affairs
while delivering the Services (“Confidential Information”). We shall
preserve the confidentiality of Confidential Information and we shall not
disclose it beyond the Engagement Team unless permitted by you or by this
clause, to the full extent of any obligations imposed on us by Kenya law.
We shall be entitled to comply with any requirement of Kenya law, or any
other regulatory body with powers over us, to disclose Confidential
Information. Information relating to you, to our relationship with you, and
to the Services, including Confidential Information, may be shared by us
with government agencies or any other third parties in the ordinary course
of business. This clause shall not apply where Confidential Information
properly enters the public domain. This clause shall not prohibit our
disclosure of Confidential Information, in confidence, to our professional
indemnity insurers or advisers.
We shall not be required to make use of or to disclose to you any
information, whether known to us personally or our associates, which is
confidential to another client.
For the purposes of marketing or publicising or selling our services we
may wish to disclose that we have performed work (including the Services)
for you, in which event we may identify you by your name and we may
indicate only the general nature or category of such work (or of the
Services) and any details which have properly entered the public domain.
In the course of offering our Services, the Company will come across and
may process your Personal Data. including but not restricted to your name,
surname, phone number and email address (“Personal Data”). For certain
specific obligations, you may need to provide additional data, for example
copy of passport or confidential information related to your business. We
only collect Personal Data or Confidential Information that is necessary
to inform you of our services, enter an agreement with you, provide you of
our services and to be in contact with you regarding the provision of
Services. We shall treat all your information in accordance with the legal
obligations in connection with the processing and storing of Personal
Data, under the Applicable Data Protection Laws.
The company is GDPR compliant; and will implement internationally
acceptable measures and procedures to secure and protect the Personal Data
collected and undertake, as far as can reasonably be expected, to prevent
any illegal processing or sharing of Personal Data and unintentional loss
or destruction of your Personal Data. We shall at all at times comply with
your requests to corrector delete your Personal data once the services
have been rendered and as far as the law permits.
4. Obligation of the Client
Where there is more than one of you, this clause applies to each of you
separately and not collectively. Notwithstanding our duties and
responsibilities in relation to the Services, you shall retain
responsibility and accountability for managing your affairs, deciding on
what to do after receiving any product of the Services, implementing any
advice or recommendations provided by us, and realizing any benefits
requiring activity by you.
Once a Client confirms a Purchasing Order, the Client undertakes to make
available all the necessary information and payments required for the
provision of Service by the Company.
The client undertakes not to interfere or undermine the Services rendered
by us by engaging in any bribing or other illegal corrupt practices once
the Company has taken over the project. The Company reserves the right to
immediately terminate the agreement with you if there have been
undisclosed illegal dealings geared towards obtaining undue influence or
favors from the government agents or any other person the Company is
engaged with in the course of providing the Services.
The Client will appoint a Point of Contact to be the main liaison with the
Company and to coordinate with the various Beneficiaries to channel any
request from both the Client and the Beneficiaries and address them
directly to the Engagement team. We may rely on any instructions, requests
or information supplied, orally or in writing, by the Point of Contact. We
may communicate with you by electronic mail on the basis that you accept
the inherent risks. We may at your request send documents to an electronic
address or storage facility hosted or controlled by you or at your
direction, in which event you shall be responsible for security and
confidentiality at such information.
To enable us to perform the Services, you shall supply promptly all
information and access to all documentation under your control required by
us to provide you with the Services or make necessary disclosures to the
Regulatory authorities as required by Law. You shall inform us any
information or developments which may come to your notice and which might
have a bearing on the Services.
The Client agrees to pay the full amount for the services performed by the
Company according to the payment terms agreed in the Purchasing Order
without any right of set-off, on presentation of our invoice or at such
other time as may be specified in the Purchasing Order. Sums outstanding
after thirty (30) days of the invoice date will be liable to an interest
charge of 3% per month, pro-rata temporis. You will also be liable to pay
interest on any outstanding balances at the statutory rate from time to
time in force (this rate applying after as well as before any court award
or judgement in our favor in respect of outstanding balances).
The Service fee payable to the Company becomes fully payable upon
signature of the Purchasing Order. The applications that do not end in a
positive outcome will be invoiced, exclusive of the government fees/
disbursements that were not paid.
In case of cancellation of the Service by the Client, the service fee due
to the Company will remain payable, unless the service is cancelled within
24 hours after the signature of the Purchasing Order and as long as no
work or fee related to the Purchasing Order had been initiated by the
You shall not, directly or indirectly, solicit the employment of any of
our employees or agents, involved in performing the Services, during
performance or for a period of 12 months following their completion or
following termination of the Services Contract, without our prior written
consent. This prohibition shall not prevent you at any time from running
recruitment advertising campaigns nor from offering employment to any of
employees or agents who may respond to any such campaign.
Services shall be supplied for your benefit and information only. Save as
may be required by law or by a competent regulatory authority (in which
case you shall, unless prohibited by law, inform us in advance), it shall
not be copied, referred to or disclosed by you, in whole (save for your
own internal purposes) or in part, without our prior written consent. You
shall not quote our name or reproduce our logo in any form or medium
without our prior written consent.
5. Conditions of Payment and Invoicing
The Company will send a quote to the Client outlining the terms of the
Services to be offered. The quotes shall be in Kenya Shillings (KES) or
any other currency as requested by the Client, valid for 30 days from the
date of quotation and payable in a currency agreeable between Client and
The quote shall include the Service fee, the applicable taxes and any
other government fees or disbursements necessary to render the Service.
The quote shall exclude extra Services such as costs of translations,
certifications, affidavits or any other extra procedure that may be
required by the Client. Such extra Services will be billed separately on a
Where fees are paid in foreign currency, the Company shall apply a
preferential rate to take into account currency fluctuation risk. The bank
charges for international transfers and for currency exchange costs shall
be borne by the Client.
All invoices from the Company to the Client must be fully settled within
thirty (30) days of the date of the invoice or as agreed by the Parties in
the Purchasing Order. All sums payable shall be due in full without any
discount, deduction or set-off upon receipt of the final invoice.
For work permit applications; the Client will be requested to make an
advance of the government issuance fees within 30 days after reception of
the Purchasing Order. Failure to do so, the application approval process
will be put on hold at the Company’s discretion. The advance amount of is
refundable in full in event of rejection of the application. In that case,
the Client can apply for a refund which will be honored within 30 working
For clients whose business is not registered in Kenya; they shall be
required to make an advance payment of 50% of the Service fee upon issuing
the Purchasing Order. The Services will only be processed once the payment
For Immigration and Business Set up Services; the Company will only
invoice the Client once the applications have been approved by the
relevant administrations. Where there are delays from the Government
authorities with issuance of or endorsement of the final document(s), the
Company will send the invoice while following-up to ensure the service is
being finalized as quickly as possible.
If the Services Contract is terminated or suspended before completion for
any reasons, we shall be entitled to payment for outlays incurred and to
payment of fees for Services performed, plus VAT thereon (where
appropriate). Our fees shall in this event be prorated based on the
percentage of work performed at the time of termination or suspension.
The approval or rejection of an application remains the exclusive
prerogative of the local administration. The Company has the obligation to
make best efforts to obtain administrative authorization within
communicated timelines for the Client. In the unlikely event of
administrative denial, the applications that do not end in a positive
outcome will be invoiced.
The Company reserves the right to revise the pricing indicated in Annex 1
on an annual basis. The Company shall inform the Client of any changes
before offering the Service.
The Company shall retain ownership of the copyright and all other
intellectual property rights in the product of the Services, whether oral
or tangible, and ownership of our working papers. You shall acquire
ownership of any product of the Services in its tangible form on payment
of our Charges. For the purposes of delivering Services to you or other
clients, the Company shall be entitled to use, develop or share with each
other knowledge, experience and skills of general application gained
through performing the Services.
6. Anti-bribery and zero tolerance to corruption
The Company is committed to conducting business in an ethical and honest
manner and is committed to implementing and enforcing systems that ensure
bribery is prevented. The Company has zero tolerance for bribery and
corrupt activities. We are committed to acting professionally, fairly and
with integrity in all business dealings and relationships with the
The Company shall constantly uphold all laws including local laws relating
to anti-bribery and corruption in all the jurisdictions in which it
The Company shall not pay any facilitation fees to Government Officials in
order to secure or speed up a routine governmental action. Facilitation
payments and kickbacks are a form of bribery which will not be made or
accepted by the Company.
7. Conflict of Interest
The Company may be approached to deliver Services to, another party or
parties who has or have business interests which compete or conflict with
yours (a "Conflicting Party" or "Conflicting Parties").
The Company shall remain free to deliver Services to Conflicting Parties,
except that where the interests of the Conflicting Party conflict with
yours specifically and directly in relation to the subject matter of the
Services: The Engagement Team shall not deliver Services to the
Conflicting Party; and Other ABC EXPAT Persons may only deliver Services
to the Conflicting Party where appropriate Barriers are put in place. The
effective operation of such Barriers shall constitute sufficient steps to
avoid any real risk of a breach of our duty of confidence to you.
We seek to identify Conflicting Parties in the circumstances set out in
clause7(a) If you know or become aware that your engagement team is
advising or proposing to advise such a Conflicting Party, you shall inform
Where a party has engaged us to deliver Services before you have done so
and subsequently circumstances change, we may consider that, even with
Barriers operating, your interests are likely to be prejudiced and we may
not be satisfied that the situation can be managed. In that event we may
have to terminate the Services Contract and we shall be entitled to do so
on notice taking effect immediately on delivery but we shall consult you
before we take that step.
8. Limitation of Liability
Our liability in connection with the Services Contract and the Services
shall be limited in accordance with this clause.
The Company shall not be liable for any loss suffered by the client as a
result of, arising from or in connection with the Services provided unless
in clear cases of negligence, fraud or professional negligence as may be
established by a competent court of law.
Any claim from You or Beneficiaries in respect of loss or damage suffered
as a result of, arising from or in connection with the Services Contract,
whether in contract or tort or under statute or otherwise, must be made
within 3 years of the date of the activity giving rise to the claim.
9. Circumstances beyond your or our control
Neither we nor you shall be in breach of our contractual obligations or incur
any liability to the other if we or you are unable to comply with the Services
Contract as a result of any cause beyond our or your reasonable control.
Circumstances beyond your control do not include financial difficulties,
economic hardships or inability to pay for the Service requested. It means
factors unforeseeable and which renders the performance of the contract
impractical. In the event of any such occurrence affecting one of us, that one
shall be obliged as soon as reasonably practicable to notify the other, who
shall have the option of suspending or terminating the operation of the
Services Contract on notice taking effect immediately on delivery.
10. Third party rights
No third party who is not a signatory to the Service Agreement shall have any
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
part of the Services Contract. We and you may rescind or vary the Services
Contract without anyone else’s consent. Other Beneficiaries (if any) shall
acquire rights under the Services Contract through signature by the addressee
of the Purchasing Order on their behalf.
11. Waiver, assignment and sub-contractors
Failure to exercise or enforce any rights shall not amount to a waiver of
No-one shall have the right to assign the benefit (or transfer the burden)
of the Services Contract to another party.
The Company shall have the right to appoint sub-contractors to assist us
in delivering the Services but where any such sub-contractors are not
Company employees, the Company shall take full responsibility for the
delivery of the Service. Where we appoint sub-contractors under this
clause, we may share Confidential Information with them and for all
purposes in connection with the Services Contract we shall accept
responsibility for their activities which shall form part of the Services.
12. Third party rights
No-one shall have any rights under the Contracts (Rights of Third Parties)
Act 1999 to enforce any part of the Services Contract. We and you may
rescind or vary the Services Contract without anyone else’s consent. Other
Beneficiaries (if any) shall acquire rights under the Services Contract
through signature by the addressee of the Purchasing Order on their behalf.
13. Third Parties obligation
If you breach any of your obligations under the Services Contract and there
is any claim made or threatened against us by a third party, you shall
compensate us and reimburse us for and protect us against any loss, damage,
expense or liability incurred by us which results from or arises from or is
connected with any such breach and any such claim. If any payment is made by
you under this clause you shall not seek recovery of that payment from us at
any time. In this clause "us" shall include all Company Persons and "You"
shall include Other Beneficiaries.
14. The Services Contract
The Services Contract sets out the entire agreement and understanding
between you and us in connection with the Services. Without affecting the
Company’s responsibilities for other services, it is engaged to perform on
terms agreed separately in writing, the Services Contract supersedes and
relieves you and the Company from liability (if any) that might otherwise
arise for any prior agreements, understandings, arrangements, statements or
representations (unless made fraudulently) as to any facts or matters
relating to you or the Company or the Services. Any modifications or
variations to the Services Contract must be in writing and signed by each of
us. If there is any inconsistency between the Purchasing Order and any other
elements of the Services Contract, the Purchasing Order shall prevail. If
there is any inconsistency between these General Terms and Additional Terms
that may apply, the Additional Terms shall prevail.
Either Party can terminate the Services Contract or suspend its operation
by giving 30 days’ prior notice in writing to the other. Termination or
suspension under this clause shall not affect any rights that may have
accrued for either of us before termination or suspension and all sums due
to us shall become payable in full when termination or suspension takes
Any part of these General Terms which by its nature or implicitly or to
give effect to its purpose is to continue in force after expiry or
termination of the Services Contract shall survive, such as (for example)
restrictions on use or confidentiality or terms protecting against
Each clause or term of the Services Contract constitutes a separate and
independent provision. If any provisions of the Services Contract are judged
by any court or authority of competent jurisdiction to be void or
unenforceable, the remaining provisions shall continue in full force and
17. Governing Law and Dispute resolution
This Agreement shall be governed by and construed in accordance with the
laws of the Republic of Kenya.
These General Terms and Conditions are available on our website
www.abcexpat.com and are binding on the Client.
Kindly address any positive feedback, queries or complaints to the ABC
Expat customer care team via telephone number or on email at
Any dispute that is not resolved amicably between the Parties within 30
days of negotiations shall be submitted to a Kenyan court of a competent
Without prejudice any other remedies available to the Company in law, the
Company reserves the right to retain any property belonging to the Client
and or pursue any other remedies to enforce any liability of the Client in
order to recover any payments owing to the Company under this Agreement.